Transkript

1 FINAL TERMS DATED 27 APRIL 205 BNP Paribas Arbitrage Issuance B.V. (incorporated in The Netherlands) (as Issuer) BNP Paribas (incorporated in France) (as Guarantor) (Note, Warrant and Certificate Programme) SEK "Mini Future" Certificates relating to a Share BNP Paribas Arbitrage S.N.C. (as Manager) Any person making or intending to make an offer of the Securities may only do so : (i) (ii) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 48 of Part A below, provided such person is a Manager or an Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or otherwise in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 6 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer nor, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 5 June 204, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which together constitute a base prospectus for the purposes of Directive 2003/7/EC (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer"), BNP Paribas (the "Guarantor") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Securities (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus, any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing on the following website: educatedtrading.bnpparibas.se for public offering in Sweden and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus and the Supplement(s) to the Base Prospectus will also be available on the AMF website References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided. These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to "Security" shall be construed accordingly. / 0

4 GENERAL PROVISIONS The following terms apply to each series of Securities:. Issuer: BNP Paribas Arbitrage Issuance B.V. 2. Guarantor: BNP Paribas 3. Trade Date: 23 April Issue Date: 27 April Consolidation: 6. Type of Securities: (a) Certificates. (b) The Securities are Share Securities. 7. Form of Securities: Swedish Dematerialised Securities. The provisions of Annex 3 (Additional Terms and Conditions for Share Securities) and Annex 5 (Additional Terms and Conditions for OET Certificates) shall apply. 8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition is Stockholm. 9. Settlement: Settlement will be by way of cash payment (Cash Settled Securities). 0. Rounding Convention for cash Settlement Amount:. Variation of Settlement: Issuer's option to vary settlement: 2. Final Payout: ETS Final Payout 220. The Issuer does not have the option to vary settlement in respect of the Securities. Payout Switch: Aggregation: Call Securities or Put Securities. 3. Relevant Asset(s): 4. Entitlement: 5. Conversion Rate: The Conversion Rate on the Valuation Date or an Optional Redemption Valuation Date equals one if the relevant Share Currency is the same as the Settlement Currency or otherwise the rate of exchange (including any rates of exchange pursuant to which the relevant rate of exchange is derived) between the relevant Share Currency and the Settlement Currency as determined by the Calculation Agent by reference to such sources and at such time on the relevant day as the Calculation Agent may determine acting in good faith and in a commercially reasonable manner. 6. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is Swedish Krona ("SEK"). 7. Syndication: The Securities will be distributed on a non-syndicated basis. 8. Minimum Trading Size: 9. Principal Security Agent: The Swedish Security Agent as indicated in 5 of Part B - "Other Information". 20. Registrar: 2. Calculation Agent: BNP Paribas Arbitrage S.N.C boulevard MacDonald, 7509 Paris, France. 22. Governing law: English law. 4 / 0

8 (p) Cut-off Date: (q) Identification information of Holders as provided by Condition 29: DISTRIBUTION AND US SALES ELIGIBILITY 44. U.S. Selling Restrictions: 45. Additional U.S. Federal income tax consequences: 46. Registered broker/dealer: 47. TEFRA C or TEFRA Not Applicable: TEFRA Not Applicable. 48. Non exempt Offer: Applicable (i) Non-exempt Offer Jurisdictions: (ii) Offer Period: (iii) Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it: (iv) General Consent: Sweden. From (and including) the Issue Date until (and including) the date on which the Securities are delisted. The Manager and BNP Paribas. (v) Other Authorised Offeror Terms: PROVISIONS RELATING TO COLLATERAL AND SECURITY 49. Collateral Security Conditions: Responsibility The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information. Signed on behalf of BNP Paribas Arbitrage Issuance B.V. As Issuer: By:... Duly authorised 8 / 0

9 . Listing and Admission to trading - De listing PART B - OTHER INFORMATION Application will be made to list the Securities on the Nordic Derivatives Exchange Stockholm ( the "NDX") and to admit the Securities described herein for trading on the NDX with effect from the Issue Date. 2. Ratings The Securities have not been rated. 3. Interests of Natural and Legal Persons Involved in the Issue Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer. 4. Performance of Underlying/Formula/Other Variable and Other Information concerning the Underlying Reference See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities. Information on each Share shall be available on the relevant Share Company website as set out in "Specific Provisions for each Series" in Part A. Past and further performances of each Share are available on the relevant Exchange website as set out in "Specific Provisions for each Series" in Part A and the volatility of each Share may be obtained from the Calculation Agent by ing The Issuer does not intend to provide post-issuance information. SHARE DISCLAIMER The issue of the Securities is not sponsored or promoted by any Share Company and is under the sole responsibility of BNP Paribas. No Share Company makes any representation whatsoever nor promotes the growth of the Securities in relation to their Shares and consequently does not have any financial or legal obligation with respect to the Securities. In addition, Securities do not give the right to dividends distributed by the Share Company or voting rights or any other right with respect of the Share Company. 5. Operational Information Relevant Clearing System(s): If other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, Euroclear France, Euroclear Netherlands, Iberclear, Monte Titoli include the relevant identification number and in the case of the Swedish Demateralised Securities, the Swedish Security Agent: Euroclear Sweden. dentification number: Swedish Security Agent: Svenska Handelsbanken AB (publ) Blasieholmstorg 2 SE Stockholm Sweden 6. Terms and Conditions of the Public Offer Offer Price: Conditions to which the offer is subject: Description of the application process: Details of the minimum and/or maximum amount of application: The price of the Certificates will vary in accordance with a number of factors including, but not limited to, the price of the relevant Share. Minimum purchase amount per investor: One () Certificate. 9 / 0

10 Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering Securities: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charges to the subscriber or purchaser: Maximum purchase amount per investor: The number of Certificates issued in respect of each Series of Certificates. The Certificates are cleared through the clearing systems and are due to be delivered on or about the third Business Day after their purchase by the investor against payment of the purchase amount. 7. Placing and Underwriting Name(s) and address(es), to the extent known to the issuer, of the placers in the various countries where the offer takes place: Name and address of the co-ordinator(s) of the global offer and of single parts of the offer: Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent): Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements: When the underwriting agreement has been or will be reached: None. BNP Paribas 20 Boulevard des Italiens, Paris, France. BNP Paribas Arbitrage S.N.C. 0 / 0

11 ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE PROSPECTUS Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E (A. E.7). This Summary contains all the Elements required to be included in a summary for this type of Securities, Issuer and Guarantor. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Securities, Issuer and Guarantor(s), it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. Section A - Introduction and warnings Element Title A. Warning that the summary should be read as an introduction and provision as to claims This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. In this summary, unless otherwise specified and except as used in the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 5 June 204 as supplemented from time to time. In the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 5 June 204. Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. No civil liability will attach to the Issuer or the Guarantor in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 200/73/EU in the relevant Member State, it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information (as defined in Article 2.(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Securities. A.2 Consent as to use the Base Prospectus, period of validity and other conditions attached Consent: Subject to the conditions set out below, the Issuer consents to the use of the Base Prospectus in connection with a Non-exempt Offer of Securities by the Managers and BNP Paribas. Offer period: The Issuer's consent referred to above is given for Non-exempt Offers of Securities from the Issue Date until the date on which the Securities are delisted (the "Offer Period"). Conditions to consent: The conditions to the Issuer's consent are that such consent (a) is only valid during the Offer Period; and (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of Securities in the Kingdom of Sweden. AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH AUTHORISED / 7

12 Element Title OFFEROR AND SUCH INVESTOR INCLUDING ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER. Section B - Issuer and Guarantor Element Title B. Legal and commercial name of the Issuer B.2 Domicile/ legal form/ legislation/ country of incorporation BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V." or the "Issuer"). The Issuer was incorporated in the Netherlands as a private company with limited liability under Dutch law having its registered office at Herengracht 537, 07 BV Amsterdam, the Netherlands. B.4b Trend information BNPP B.V. is dependent upon BNPP. BNPP B.V. is a wholly owned subsidiary of BNPP specifically involved in the issuance of securities such as Notes, Warrants or Certificates or other obligations which are developed, setup and sold to investors by other companies in the BNPP Group (including BNPP). The securities are hedged by acquiring hedging instruments from BNP Paribas and BNP Paribas entities as described in Element D.2 below. As a consequence, the Trend Information described with respect to BNPP shall also apply to BNPP B.V. B.5 Description of the Group BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the ultimate holding company of a group of companies and manages financial operations for those subsidiary companies (together the "BNPP Group"). B.9 Profit forecast or estimate The Group's business development plan confirms the universal bank business model. The goal of the business development plan is to support clients in a changing environment. The Group has defined the five following strategic priorities for 206: enhance client focus and services; simple: simplify our organisation and how we operate; efficient: continue improving operating efficiency; adapt certain businesses to their economic and regulatory environment implement business development initiatives. BNPP continues to implement its development plan in a low interest rate context and has to take into account new taxes and regulations. B.0 Audit report qualifications Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus. B.2 Selected historical key financial information: Comparative Annual Financial Data - In EUR 3/2/203 3/2/202 Revenues 397, ,955 Net income, Group share 26,749 22,53 Total balance sheet 48,963,076,836 37,42,623,335 2 / 7

13 Element Title Shareholders' equity (Group share) 46,63 389,44 Comparative Interim Financial Data - In EUR 30/06/204 30/06/203 Revenues 28,96 49,05 Net income, Group share 4,804 9,83 Total balance sheet 53,42,85,849 39,988,66,35 Shareholders' equity (Group share) 430, ,245 Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the BNPP Group since 3 December 204 (being the end of the last financial period for which audited-financial statements have been published). There has been no material adverse change in the prospects of BNPP or the BNPP Group since 3 December 204 (being the end of the last financial period for which audited financial statements have been published). There has been no significant change in the financial or trading position of BNPP B.V. since 30 June 204 and there has been no material adverse change in the prospects of BNPP B.V. since 3 December 203. B.3 Events impacting the Issuer's solvency B.4 Dependence upon other group entities To the best of the Issuer's knowledge, there have not been any recent events which are to a material extent relevant to the evaluation of the Issuer's solvency since 3 December 203. The Issuer is dependent upon BNPP and other members of the BNPP Group. See also Element B.5 above. BNPP B.V. is dependent upon BNPP. BNPP B.V. is a wholly owned subsidiary of BNPP specifically involved in the issuance of securities such as Notes, Warrants or Certificates or other obligations which are developed, setup and sold to investors by other companies in the BNPP Group (including BNPP). The securities are hedged by acquiring hedging instruments from BNP Paribas and BNP Paribas entities as described in Element D.2 below. B.5 Principal activities The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group. B.6 Controlling shareholders B.7 Solicited credit ratings BNP Paribas holds 00 per cent. of the share capital of the Issuer. BNPP B.V.'s long term credit rating are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS) and BNPP B.V.'s short term credit rating are A- (Standard & Poor's Credit Market Services France SAS). The Securities have not been rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. B.8 Description of the Guarantee The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to an English law deed of guarantee executed by BNPP on or around 5 June 204 (the "Guarantee"). The obligations under the guarantee are direct unconditional, unsecured and unsubordinated obligations of BNPP and rank and will rank pari passu among 3 / 7

14 Element Title themselves and at least pari passu with all other direct, unconditional, unsecured and unsubordinated indebtedness of BNPP (save for statutorily preferred exceptions). B.9 Information about the Guarantor B.9/ B. B.9/ B.2 Legal and commercial name of the Guarantor Domicile/ legal form/ legislation/ country of incorporation BNP Paribas. The Guarantor was incorporated in France as a société anonyme under French law and licensed as a bank having its head office at 6, boulevard des Italiens Paris, France. B.9/ B.4b Trend information Macroeconomic risk Macroeconomic and market conditions affect BNPP's results. The nature of BNPP's business makes it particularly sensitive to macroeconomic and market conditions in Europe, which have been difficult and volatile in recent years. In 204, the global economy continued its slow recovery but there remain uncertainties, in particular in Europe where the economic performance during the second half of 204 was weaker than expected. IMF and OECDIn 204, the global economy continued its slow recovery but there remain uncertainties, in particular in Europe where the economic performance during the second half of 204 was weaker than expected. IMF and OECD economic forecasts for 205 indicate a continuation of moderate growth in developed economies but with differences between countries, including in the euro-zone, where growth is forecast to be weak in certain countries (including France and Italy). The forecast is similar for emerging markets (i.e., moderate growth but with areas of weakness). Short term risks to macroeconomic growth highlighted by the IMF include heightened geopolitical tensions and increased financial market volatility; medium-term risks highlighted include weak economic growth or stagnation in developed countries. Deflation remains a risk in the euro-zone, although the risk has been reduced through the ECB's announcement of nonconventional policy measures. Legislation and Regulation applicable to Financial Institutions Laws and regulations applicable to financial institutions that have an impact on BNPP have significantly evolved. The measures that have been proposed and/or adopted in recent years include more stringent capital and liquidity requirements (particularly for large global banking groups such as the BNPP Group), taxes on financial transactions, restrictions and taxes on employee compensation, limits on the types of activities that commercial banks can undertake and ring-fencing or even prohibition of certain activities considered as speculative within separate subsidiaries, restrictions on certain types of financial products, increased internal control and reporting requirements, more stringent conduct of business rules, mandatory clearing and reporting of derivative transactions, requirements to mitigate risks in relation to overthe-counter derivative transactions and the creation of new and strengthened regulatory bodies. The measures that were recently adopted, or that are (or whose implementation measures are) in some cases proposed and still under discussion, that have affected or are likely to affect BNPP, include in particular the French Ordinance of 27 June 203 relating to credit institutions and financing companies ("Sociétés de financement"), which came into force on January 204, the French banking law of 26 July 203 on the separation and regulation of banking activities and the related implementing decrees and orders and the Ordinance of 20 February 204 for the adaptation of French law to EU law with respect to financial matters; the Directive and Regulation of the European Parliament and of the Council on prudential requirements See in particular: International Monetary Fund. World Economic Outlook (WEO) Update, January 205: Gross Currents; International Monetary Fund. 204 ; International Monetary Fund. World Economic Outlook: Legacies, Clouds, Uncertainties. Washington (October 204) ; OECD - Putting the Euro area on a road to recovery - C. Mann - 25 November / 7

15 Element Title B.9/B.5 B.9/B.9 Description of the Group Profit forecast or estimate "CRD 4/CRR" dated 26 June 203 (and the related delegated and implementing acts) and many of whose provisions have been applicable since January, 204; the regulatory and implementing technical standards relating to the Directive and Regulation CRD 4/CRR published by the European Banking Authority; the designation of BNPP as a systemically important financial institution by the Financial Stability Board and the consultation for a common international standard on total lossabsorbing capacity ("TLAC") for global systemically important banks; the public consultation for the reform of the structure of the EU banking sector of 203 and the proposal for a Regulation of the European Parliament and of the Council of 29 January 204 on structural measures to improve the resilience of EU credit institutions; the proposal for a Regulation of the European Parliament and of the Council of 8 September 203 on indices used as benchmarks in financial instruments and financial contracts; the Regulation of the European Parliament and of the Council of 6 April 204 on market abuse and the Directive of the European Parliament and of the Council of 6 April 204 on criminal sanctions for market abuse; the Directive and the Regulation of the European Parliament and of the Council on markets in financial instruments of 5 May 204; the European Single Supervisory Mechanism led by the European Central Bank adopted in October 203 (Council Regulation of October 203 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions and the Regulation of the European Parliament and of the Council of 22 October 203 establishing a European Supervisory Authority as regards the conferral of specific tasks on the European Central Bank (and the related delegated and implementing acts)), as well as the related French Ordinance of 6 November 204 for the adaptation of French law to the single supervisory mechanism of the credit institutions; the Directive of the European Parliament and of the Council of 6 April 204 on deposit guarantee schemes, which strengthens the protection of citizens' deposits in case of bank failures (and the related delegated and implementing acts); the Directive of the European Parliament and of the Council of 5 May 204 establishing a framework for the recovery and resolution of credit institutions and investment firms, which harmonizes the tools to address potential bank crises; the Single Resolution Mechanism adopted by the European Parliament on 5 April 204 (Regulation of the European Parliament and of the Council of 5 July 204 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a single resolution mechanism and a single resolution fund, and the related delegated and implementing acts), which provides for the establishment of a Single Resolution Board as the authority in charge of the implementation of the Single Resolution Mechanism and the establishment of the Single Resolution Fund; the Delegated Regulation on the provisional system of installments on contributions to cover the administrative expenditures of the Single Resolution Board during the provisional period adopted by the European Commission on 8 October 204, the implementing Regulation of the Council of 9 December 204 specifying uniform conditions for the ex-ante contribution to the Single Resolution Fund; the U.S. Federal Reserve's final rule imposing enhanced prudential standards on the U.S. operations of large foreign banks; the "Volcker Rule" imposing certain restrictions on investments in or sponsorship of hedge funds and private equity funds and proprietary trading activities of U.S. banks and non-u.s. banks adopted by the U.S. regulatory authorities in December 203; and the final U.S. credit risk retention rule adopted on 22 October 204. More generally, regulators and legislators in any country may, at any time, implement new or different measures that could have a significant impact on the financial system in general or BNPP in particular. BNPP is a European leading provider of banking and financial services and has four domestic retail banking markets in Europe, namely in Belgium, France, Italy and Luxembourg. It is present in 75 countries and has almost 88,000 employees, including over 47,000 in Europe. BNPP is the parent company of the BNP Paribas Group (the "BNPP Group"). The Group's business development plan confirms the universal bank business model. The goal of the business development plan is to support clients in a changing environment. The Group has defined the five following strategic priorities for 206: 5 / 7

16 Element Title enhance client focus and services; simple: simplify our organisation and how we operate; efficient: continue improving operating efficiency; adapt certain businesses to their economic and regulatory environment implement business development initiatives. BNPP continues to implement its development plan in a low interest rate context and has to take into account new taxes and regulations. B.9/ B.0 Audit report qualifications Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus. B.9/ B.2 Selected historical key financial information: Comparative Annual Financial Data - In millions of EUR 3/2/204 Revenues 39,68 Cost of risk (3,705) 3/2/203 * 37,286 ** (3,643) ** Net income, Group share 57 4,88 *Restated ** Further restated Common equity Tier ratio (Basel 3 fully loaded, CRD4) Total consolidated balance sheet 2,077,759 Consolidated loans and receivables due from customers 3/2/204 3/2/ % 0.30% 657,403 Consolidated items due to customers 64,549 Shareholders' equity (Group share) 89,40,80,522 * 62,455 * 553,497 * 87,433 * * Restated following the application of accounting standards IFRS0, IFRS and IAS32 revised ** Further restated following the application of accounting standards IFRS0, IFRS and IAS32 revised Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the BNPP Group since 3 December 204 (being the end of the last financial period for which audited financial statements have been published). There has been no material adverse change in the prospects of BNPP since 3 December 204 (being the end of the last financial period for which audited financial statements have been published). B.9/ B.3 Events impacting the Guarantor's solvency As at 30 March 205 and to the best of the Guarantor's knowledge, there have not been any recent events which are to a material extent relevant to the evaluation of the Guarantor's solvency since 3 December / 7

17 B.9/ B.4 Dependence upon other Group entities Subject to the following paragraph, BNPP is not dependent upon other members of the BNPP Group. In April 2004, BNPP began outsourcing IT Infrastructure Management Services to the BNP Paribas Partners for Innovation (BP²I) joint venture set up with IBM France at the end of BP²I provides IT Infrastructure Management Services for BNPP and several BNPP subsidiaries in France (including BNP Paribas Personal Finance, BP2S, and BNP Paribas Cardif), Switzerland, and Italy. In mid-december 20 BNPP renewed its agreement with IBM France for a period lasting until end-207. At the end of 202, the parties entered into an agreement to gradually extend this arrangement to BNP Paribas Fortis as from 203. BP²I is under the operational control of IBM France. BNP Paribas has a strong influence over this entity, which is 50/50 owned with IBM France. The BNP Paribas staff made available to BP²I make up half of that entity's permanent staff, its buildings and processing centres are the property of the Group, and the governance in place provides BNP Paribas with the contractual right to monitor the entity and bring it back into the Group if necessary. ISFS, a fully-owned IBM subsidiary, handles IT Infrastructure Management for BNP Paribas Luxembourg. BancWest's data processing operations are outsourced to Fidelity Information Services. Cofinoga France's data processing is outsourced to SDDC, a fully-owned IBM subsidiary. See Element B.5 above. B.9/ B.5 Principal activities BNP Paribas holds key positions in its two main businesses: Retail Banking and Services, which includes: Domestic Markets, comprising: French Retail Banking (FRB), BNL banca commerciale (BNL bc), Italian retail banking, Belgian Retail Banking (BRB), Other Domestic Markets activities, including Luxembourg Retail Banking (LRB); International Financial Services, comprising: Europe-Mediterranean, BancWest, Personal Finance, Insurance, Wealth and Asset Management; Corporate and Institutional Banking (CIB), which includes: Corporate Banking, Global Markets, Securities Services. B.9/ B.6 Controlling shareholders None of the existing shareholders controls, either directly or indirectly, BNPP. The main shareholders are Société Fédérale de Participations et d'investissement (SFPI) a 7 / 7

18 public-interest société anonyme (public limited company) acting on behalf of the Belgian government holding 0.3% of the share capital as at 3 December 204 and Grand Duchy of Luxembourg holding.0% of the share capital as at 3 December 204. To BNPP's knowledge, no shareholder other than SFPI owns more than 5% of its capital or voting rights. B.9/ B.7 Solicited credit ratings BNPP's long term credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS), A with a negative outlook (Moody's Investors Service Ltd.) and A+ with a stable outlook (Fitch France S.A.S.) and BNPP's shortterm credit ratings are A- (Standard & Poor's Credit Market Services France SAS), P- (Moody's Investors Service Ltd.) and F (Fitch France S.A.S.). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Element Title Section C - Securities C. Type and class of Securities/ISIN The Securities are certificates ("Certificates") and are issued in Series. The Series Number of the Securities is as set out in the table in Element C.20 below. The Tranche number is as set out in the table in Element C.20 below. The ISIN is as set out in the table in Element C.20 below. The Local Code is as set out in the table in Element C.20 below. The Securities are cash settled Securities. C.2 Currency The currency of this Series of Securities is Swedish Krona ("SEK"). C.5 Restrictions on free transferability C.8 Rights attaching to the Securities The Securities will be freely transferable, subject to the offering and selling restrictions in the United States, the European Economic Area, Austria, Belgium, the Czech Republic, France, Finland, Germany, Hungary, Ireland, Portugal, Spain, Sweden, the Republic of Italy, Poland, the United Kingdom, Japan and Australia and under the Prospectus Directive and the laws of any jurisdiction in which the relevant Securities are offered or sold. Securities issued under the Programme will have terms and conditions relating to, among other matters: Status The Certificates are issued on a unsecured basis. Securities issued on an unsecured basis constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank and will rank pari passu among themselves and at least pari passu with all other direct, unconditional, unsecured and unsubordinated indebtedness of the Issuer (save for statutorily preferred exceptions). Taxation The Holder must pay all taxes, duties and/or expenses arising from the exercise and settlement or redemption of the W&C Securities and/or the delivery or transfer of the Entitlement. The Issuer shall deduct from amounts payable or assets deliverable to Holders certain taxes and expenses not previously deducted from amounts paid or assets delivered to Holders, as the Calculation Agent determines are attributable to the W&C Securities. 8 / 7

19 Negative pledge The terms of the Securities will not contain a negative pledge provision. Events of Default The terms of the Securities will not contain events of default. Meetings The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. Governing law C.9 Interest/Redemption Interest The W&C Securities, the English Law Agency Agreement (as amended or supplemented from time to time), the Related Guarantee in respect of the W&C Securities and any non-contractual obligations arising out of or in connection with the W&C Securities, the English Law Agency Agreement (as amended or supplemented from time to time) and the Guarantee in respect of the W&C Securities will be governed by and shall be construed in accordance with English law. The Securities do not bear or pay interest. Redemption Unless previously redeemed or cancelled, each Security will be redeemed on the Redemption Date as set out in the table in Element C.20 below. The Certificates may be redeemed early at the option of the Holders at the Optional Redemption Amount equal to: Put Payout 220 (i) if the Securities are specified as being Call Securities: ; or (ii) if the Securities are specified as being Put Securities:. Representative of Holders No representative of the Holders has been appointed by the Issuer. Please also refer to item C.8 above for rights attaching to the Securities. C.0 Derivative component in the interest payment C. Admission to Trading Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on Nordic Derivatives Exchange Stockholm (the "NDX"). C.5 How the value of the The amount payable on redemption is calculated by reference to the Underlying 9 / 7

20 investment in the derivative securities is affected by the value of the underlying assets C.6 Maturity of the derivative Securities C.7 Settlement Procedure C.8 Return on derivative securities Reference(s). See item C.9 above and C.8 below. The Redemption Date of the Securities is as set out in the table in Element C.20 below. This Series of Securities is cash settled. The Issuer does not have the option to vary settlement. See Element C.8 above for the rights attaching to the Securities. Final Redemption Unless previously redeemed or purchased and cancelled, each Security entitles its holder to receive from the Issuer on the Redemption Date a Cash Settlement Amount equal to: ETS Final Payout 220 (i) if the Securities are specified as being Call Securities: ; or (ii) if the Securities are specified as being Put Securities:. Description of the Payout The Payout will be equal to (i) in the case of Call Securities, the excess (if any) of the Final Price over the Capitalised Exercise Price, or (ii) in the case of Put Securities, the excess (if any) of the Capitalised Exercise Price over the Final Price, in each case divided by the Conversion Rate and Parity. Automatic Early Redemption If on any Automatic Early Redemption Valuation Date an Automatic Early Redemption Event occurs, the Securities will be redeemed early at the Automatic Early Redemption Amount (if any) on the Automatic Early Redemption Date. The Automatic Early Redemption Amount will be an amount equal to: Automatic Early Redemption Payout 220/: - in respect to Call Securities: - in respect to Put Securities: "Automatic Early Redemption Event" means that: - in respect to a Call Security, the Observation Price is less than or equal to 0 / 7

Item 6 - Resolution for preferential rights issue. The board of directors in Tobii AB (publ), reg. no. 556613-9654, (the Company ) has on November 5, 2016, resolved to issue shares in the Company, subject

The Base Prospectus expires on 9 June 2016 and the Issuer intends that the Base Prospectus will be immediatelyupdated thereafter. The updated base prospectus will be available on the AMF website www.amffrance.org